EXHIBIT 31.1

                                  CERTIFICATION

I, J.J. Finkelstein, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of RegeneRx
         Biopharmaceuticals, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this quarterly
         report;

3.       Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report, fairly
         present in all material respects the financial condition, results
         of operations and cash flows of the registrant as of, and for, the
         periods presented in this quarterly report;

4.       The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e)) [*** Omitted pursuant to extended compliance period]
         for the registrant and have:

         (a) Designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             small business issuer, including its consolidated subsidiaries, is
             made known to us by others within those entities, particularly
             during the period in which this report is being prepared;
         (b) [***Omitted pursuant to extended compliance period]
         (c) Evaluated the effectiveness of the small business issuer's
             disclosure controls and procedures and presented in this report
             our conclusions about the effectiveness of the disclosure controls
             and procedures, as of the end of the period covered by this report
             based on such evaluation; and
         (d) Disclosed in this report any change in the small business issuer's
             internal control over financial reporting that occurred during the
             small business issuer's most recent fiscal quarter (the small
             business issuer's fourth fiscal quarter in the case of an annual
             report) that has materially affected, or is reasonably likely to
             materially affect, the small business issuer's internal control
             over financial reporting; and

5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control
         over financial reporting, to the small business issuer's auditors
         and the audit committee of the small business issuer's board of
         directors (or persons performing the equivalent functions):

         (a) All significant deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which
             are reasonably likely to adversely affect the small business
             issuer's ability to record, process, summarize and report
             financial information; and
         (b) Any fraud, whether or not material, that involves management or
             other employees who have a significant role in the small business
             issuer's internal control over financial reporting.



Date: May 14, 2004

                                        /s/J.J.Finkelstein
                                        ------------------------------
                                        J.J. Finkelstein Chief
                                        Executive Officer and
                                        Principal Financial Officer